Software in franchising: check your licences before you launch

Point-of-sale software, a booking system or an ordering app may work well in your own outlets but may not be suitable for sharing with independent businesses. Before bringing your first partners into the franchise network, check not only the software’s features but also the rights granted by your supplier agreements. This is a separate step in preparing your business for franchising: buying more accounts does not always resolve issues around licensing, liability and continuity of access.

1. Establish who can use each system

Start by listing the tools needed to run an outlet. Include sales, stock management, bookings, online orders, accounting and apps used by staff. For each tool, record the account holder, supplier, contract term and document setting out the permitted uses.

The key question is: does the agreement allow the franchisee’s separate business to use the system? Permission covering the franchisor’s employees or branches does not necessarily extend to partners operating in their own name. Likewise, the technical ability to create an additional account is not proof that doing so complies with the agreement.

Ask the supplier to confirm explicitly:

• which entities may use the system;
• whether it may be made available to franchise partners;
• whether sublicensing is permitted, if your model requires it;
• what limits apply to the number of outlets, devices and users;
• whether integrations and modifications require additional consent.

If your arrangements depend on an exception to the standard terms and conditions, record it in the contract or a suitable addendum. Do not base your entire model on a salesperson’s verbal assurance.

2. Choose a contractual model and allocate responsibilities

You can adopt a model in which each franchisee signs their own agreement with the supplier, or a centralised model in which the franchisor provides partners with access on agreed terms. Hybrid arrangements are also possible. Your choice should reflect the licence terms and operational needs, not just a discount for buying more accounts.

For individual agreements, specify the required features and compatibility with other tools. Establish who will help the partner get the system running and who will report faults. Under a centralised model, check whether payment arrears at one outlet or a dispute with the supplier could result in access being blocked across the entire network.

Prepare a simple responsibility matrix. For each task, identify who carries it out and who pays: purchasing accounts, configuration, updates, support, backups, data recovery and device replacement. Also distinguish the charge for the tool itself from any fee for additional support from head office.

Do not promise franchisees more than your supplier guarantees you. If the supplier only accepts support requests on working days, a promise of round-the-clock support requires your own resources or an additional service. Similarly, a guaranteed response time is not a guaranteed time to resolve a fault.

3. Check the legal framework and your own applications

In Poland, franchising is not governed by a separate, comprehensive statute, and a franchise agreement remains an ‘unnamed contract’: one not regulated as a distinct contract type. Its terms are shaped, among other things, by the principle of freedom of contract under the Polish Civil Code, subject to limits imposed by legislation, the nature of the legal relationship and principles of social conduct. There is also no general franchise-specific network registration scheme or statutory requirement to provide a disclosure document within a uniform deadline. Descriptions of proposed legislation do not establish current legal requirements.

For software, the key provisions are those of Poland’s Act on Copyright and Related Rights and the specific agreement with the rights holder. Simply paying for an application to be developed does not automatically transfer the economic rights in its copyright to you. If an external contractor built the system, check that you hold the rights or a licence allowing you to use it within your planned franchise model.

Also check whether another contractor can further develop the software and whether you have access to the necessary documentation. Receiving the source code does not replace the need for appropriate rights, while holding those rights without access to the code may make the system difficult to maintain.

If the tool processes personal data, establish your obligations under the General Data Protection Regulation (GDPR) separately. A licence does not replace the need to define the parties’ data protection roles or enter into a data processing agreement where required. Sales systems must also take account of the applicable tax obligations and sales recording rules.

4. Test outages, supplier changes and account closure

Before opening the first franchise outlet, test the full lifecycle of using the tool: creating an account, assigning permissions, day-to-day work and ending access. The test should reflect the circumstances of an independent business, not those of another head-office employee.

Run a trial data export. Check the file formats, the completeness of the records and whether they can be read outside the system. Establish which information the partner must retain to meet their own legal obligations and how they will obtain it after the franchise relationship ends. Do not assume the supplier will store it indefinitely.

Prepare a contingency procedure that complies with the requirements applicable to the business. It should identify a contact person, explain how to document the problem and set out permitted alternative ways of operating. Make clear to the partner what they must not do, even under pressure to keep sales going.

Practical takeaway: before making a system compulsory in your franchise offering, confirm your right to make it available, allocate responsibilities and test data recovery. A working account is not enough — the network needs predictable rules for using its tools.